CODE OF REGULATIONS OF NORTH
COAST WOODTURNERS,
ARTICLE I. INTRODUCTION
Definition of Regulations
1.01.
These
Regulations constitute the code of rules adopted by North Coast Woodturners for
the regulation and management of its affairs.
Purposes and Powers
1.02.
This
Corporation will have the purposes of powers as stated in its Articles of
Incorporation, and whatever powers are or may be granted by the Nonprofit
Corporation law of the State of Ohio or any successor legislation.
The primary purposes of this Corporation are:
A.
To
promote the art and craft of woodturning;
B.
To
disseminate information and provide education and instruction in woodturning
techniques, tools, designs, and materials to interested persons;
C.
To
provide a forum for meeting and sharing of ideas regarding woodturning among
members and nonmembers;
D.
To
organize and encourage members to donate turned objects to charitable
organizations in the Northeast Ohio Area and to otherwise participate in
charitable endeavors in the Northeast Ohio Area;
E.
To
engage in such other activities as are consistent with and in furtherance of
the above-stated purposes;
F.
To
encourage membership in, and to advance the goals of the American Association
of Woodturners.
ARTICLE II. MEMBERSHIP
2.01.
The
Members of this Corporation are those persons having membership rights in
accordance with the provisions of these Regulations.
2.02.
The
annual dues payable to the Corporation by Members will be in the amount
determined from time to time by resolution of the Board of Directors. The first annual dues will be payable and
submitted in full with the application for membership for North Coast
Woodturners and the American Association of Woodturners. Future annual dues will be payable in
advance at the same time the dues to the American Association of Woodturners
are payable. All Members of North Coast
Woodturners must also belong to the American Association of Woodturners.
Regular Meetings of Members
2.03.
Meetings
of Members will be held monthly on the first Saturday of each month at nine
o’clock a.m. or on such regularly scheduled day and time during each month as
may be established in the future by the Board of Directors. This provision of the Regulations
constitutes notice to all Members of all regular meetings, and no further
notice shall be required unless and until the date, time, and /or location are
changed by the Board of Directors, although further notice may be given.
Annual Meetings of Members
2.04.
The
annual meeting of the Members will be held on the first Saturday in November at
the regular meeting time and location.
Special Meetings of Members
2.05.
Special
meetings of the Members may be called by any of the following:
A.
The
President;
B.
The
Board of Directors;
C.
The
lesser of (a) 10 percent of the voting members or (b) twenty-five of the voting
members.
Place of Member’s Meetings
2.06.
Meetings
of Members will be held at Rockler’s Woodworking and Hardware, Inc. in Parma,
Ohio, or at such other location as the membership may from time to time
designate.
Notice of Member’s Meetings
2.07.
The
Corporation’s monthly newsletter shall serve as notice of regular meetings and
shall state any changes to the regular location and /or regular date or time of
any such meeting. Notice of special meetings
shall state the place, day, and hour of the meeting, and the purpose or
purposes for which the meeting is called, and shall be sent not less than ten
or more than sixty days before the date of the member’s meeting, either
personally, by first class mail, by e-mail, or by facsimile transmission by or
at the direction of the President, the Secretary, or the officers or other
persons or Members calling the meeting, to each Member entitled to vote at such
meeting. If mailed, the notice will be
deemed to be delivered when deposited in the United States mail addressed to
the Member at the Member’s address as it appears on the records of the
Corporation, with postage prepaid.
Voting Rights of Members
2.08.
Each
Member will be entitled to one vote on each matter submitted to a vote of
Members.
Members’ Proxy Voting
2.09 A member may vote either in person or by proxy executed in
writing by the member or by his duly authorized attorney-in-fact. No proxy will be recognized as valid after
eleven months from the date of its execution unless provided otherwise in the
proxy.
Quorum of Members
2.10 The number or percentage of Members represented in person or by
proxy that constitutes a quorum at a meeting of members will be one fourth of
the Membership. The vote of a majority
of the Members present or represented by proxy at a meeting at which a quorum
is present is necessary for the adoption of any matter voted on by the Members,
unless a greater proportion is required by the Nonprofit Corporation Law, the Articles
of Incorporation of this Corporation, or any provision of these Regulations.
Transferability
of Membership
2.11 Membership in this Corporation is nontransferable and
nonassignable.
Termination
of Membership
2.12 Membership will terminate in this Corporation on any of
the following events, and for no other reason:
A.
Receipt
by the Board of Directors of written resignation of a Member, executed by the
Member or the member’s duly authorized attorney-in-fact;
B.
The
death of a Member
C.
The
failure of a member to pay annual dues on or before their due date;
D.
For
cause, inconsistent with membership, as determined by the Board of Directors
after notice.
However, a Member terminating membership status for reasons other than
those stated in Paragraph B, above, may be completely and automatically
reinstated if the Member corrects the cause of termination before the Board of
Directors formally adopts a resolution acknowledging the termination.
ARTICLE III. DIRECTORS
3.01
The
Board of Directors is that group of persons vested with the management of the
business and affairs of this Corporation.
3.02
The
Board of Directors of this Corporation will consist of the Officers elected in
accordance with Article IV of this Code of Regulations and two Directors at
Large.
3.03
The
qualifications for becoming and remaining a Director of this Corporation are as
follows:
A.
Directors
must be Members of this Corporation for a minimum of one year prior to being
elected as a Director;
B.
Directors
must be members of the American Association of Woodworkers.
3.04
Regular
meetings of the Board of Directors will be held at such time, date, and
location as the Board may determine.
3.05
Written
or printed notice stating the place, day, and hours of any special meeting of
the Board of Directors will be delivered to each Director not less then ten
(10) or more than thirty (30) days before the date of the meeting, either
personally or by first class mail, by or at the direction of the President, or
the Secretary, or the Directors calling the meeting. If mailed, the notice will be deemed to be delivered when
deposited in the United States mail to the Director at the Director’s address
as it appears on the records of this Corporation, with postage prepaid. The notice need not state the business to be
transacted at, or the purpose of, the meeting
3.06
A
special meeting of the Board of Directors may be called by either:
A.
The
President;
B.
A
majority of the officers of the Corporation
3.07
Attendance
of a Director at any meeting of the Board of Directors will constitute a waiver
of notice of that meeting except when the Director attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.
3.08
A
majority of the whole Board of Directors will constitute a quorum, provided
that in no event will a quorum consist of less than one third of the whole
board. The act of a majority of the
Directors present at a meeting at which the quorum is present will be the act
of the Board of Directors unless a greater number is required under the
provisions of the Nonprofit Corporation Law, the Articles of Incorporation of
this Corporation, or any provision of these Regulations.
4.01
The
officers of this Corporation will consist of the following personnel:
A.
A President;
B.
A Vice President and Program Chairperson;
C.
A Secretary;
D.
A Treasurer;
E.
A Newsletter Editor
4.02
Each
of the Officers of this Corporation will be elected and appointed for a two-
year term by the Membership. An Officer
may serve no more than two (2) consecutive two-year terms. Each Officer will remain in office until a
successor to the office has been selected and qualified. Elections will be held at the annual meeting
of the Members.
In order to maintain continuity on the Board of
Directors, the terms of the Directors will be staggered, with three Directors
being elected each year. The positions
of President, Treasurer, and one Director at Large will be elected in odd
numbered years. The positions of Vice President,
Secretary, and one Director at Large will be elected in even numbered years.
4.03
The
President is the Chief Executive Officer of this Corporation and will, subject
to the control of the Board of Directors, supervise and control the affairs of
the corporation. The President will
perform all duties incident to the office and any other duties that may be
required by these Regulations or prescribed by the Board of Directors.
4.04
The
Vice President will perform all duties and exercise all powers of the President
when the President is absent or is otherwise unable to act. The Vice President will perform any other
duties that may be prescribed by the Board of Directors.
4.05
The
Secretary will keep minutes of all meetings of the Members and of the Board of
Directors, be custodian of the corporate records, give all notices as are
required by law or by these regulation, and, generally, perform all duties
incident to the office of Secretary and any other duties as may be required by
law, or by the Articles of Incorporation, by these Regulations, or that may be
assigned by the Board of Directors.
4.06 The Treasurer will have charge and custody of all funds of this
Corporation, and will deposit the funds as required by the Board of Directors,
keep and maintain adequate and correct accounts of the Corporation’s assets,
properties and business transactions, render reports and accountings to the
Directors and to the Members as required by the Board of Directors or by Members
or by law. The Treasurer will perform
in general all duties incident to the office of the Treasurer and any other
duties as may be required by law, by the Articles of Incorporation, or by these
Regulations, or that may be assigned by the Board of Directors.
4.07 The Newsletter Editor will be responsible for the preparation,
editing, and publication of a monthly newsletter.
4.08 Any Officer elected or appointed to the office may be removed
by the persons authorized under these Regulations to elect or appoint Officers
whenever in their judgment the best interests of this Corporation will be
served.
ARTICLE V. INFORMAL ACTION
5.01 Whenever any notice whatever is required to be given
under the provisions of the Nonprofit Corporation Law, the Articles of
Incorporation of this Corporation, or these Regulations, a waiver of the notice
in writing signed by the person or persons entitled to giving the notice,
whether before or after the time stated in the waiver, will be deemed
equivalent to the giving of notice. The
waiver must, in the case of a special meeting of Members, specify the general
nature of the business to be transacted.
Action by Consent
5.02 Any action required by law or under the Articles of
Incorporation of this Corporation or these regulations, or any other action
that otherwise may be taken at a meeting of either the Members or Board of
Directors, may be taken without a meeting if a consent in writing, setting
forth the action taken, is signed by all the persons entitled to vote with
regard to the subject matter of the consent, or all Directors in office, and
filed with the Secretary of the Corporation.
ARTICLE VI. COMMITTEES
6.01
The
Board of Directors, by resolution duly adopted by a majority of the Directors
in office, may designate and appoint one or more committees and delegate to
these committees such tasks as are prescribed by the Board of Directors.
Fiscal Year
7.01
The
fiscal year of this corporation will be the calendar year.
7.02
Except
as otherwise provided by law, checks, drafts, promissory notes, orders for the
payment of money, and other evidences of indebtedness in an amount up to Five
Hundred Dollars ($500.00) of this Corporation will be signed by the
Treasurer. Checks, drafts, promissory
notes, orders for the payment of money, and other evidences of indebtedness in
an amount greater than Five Hundred Dollars ($500.00) of this Corporation will
be signed by the Treasurer and countersigned by the President. Contracts, leases, or other instruments
executed in the name of and on behalf of the Corporation will be signed by the
Secretary and countersigned by the President, and will have attached copies of
the resolutions of the Board of Directors certified by the Secretary
authorizing their execution.
7.03
This
Corporation will keep correct and complete books and records of account, and
will also keep minutes of the proceedings of its Members, Board of Directors,
and Executive Committees. The
Corporation will keep a membership register giving the names, addresses,
classes, and other details of the membership of each member, and the original
or a copy of its Regulations including amendments to date certified by the
Secretary of the Corporation.
7.04
All
books and records of this Corporation may be inspected by any Member, or the
Member’s agent or attorney, for any proper purpose at any reasonable time on
written demand under oath stating the purpose of the inspection.
7.05
This
Corporation will not have or issue shares of stock. No dividend will be paid, and no part of the income of this
Corporation will be distributed to its Members, Directors, or Officers. However, the Corporation may pay
compensation in a reasonable amount to Members, Officers, or Directors for
services rendered, or out of pocket costs while performing activities to
further the purposes and goals of the Corporation.
ARTICLE VIII.
DISSOLUTION
8.01
Upon
the dissolution of the corporation, the Board of Directors shall, after paying
or making provisions for payment of all liabilities, turn over the
corporation’s assets to the American Association of Woodturners to be utilized
in that organization’s Educational Opportunity Grant program or to be included
among its endowment assets. If,
however, the American Association of Woodturners no longer exists at the time
of such dissolution, the Board of Directors shall dispose of the Corporation’s
assets in a manner that is consistent with the Corporation’s purposes, to such
organization or organizations that are organized and operated exclusively for
charitable, educational, religious or scientific purposes as shall at the time
qualify as an exempt organization under section 501 (c) (3) of the United
States Internal revenue Code, as the Board of Directors shall determine.
ARTICLE
IX. AMENDMENT
Modification of Regulations
9.01
The
power to alter, amend, or repeal these Regulations, or adopt new Regulations,
to the extent allowed by law, is vested in the voting members. These Regulations may be altered, amended,
or repealed by the voting members at a meeting held for that purpose, by the
affirmative vote of a majority of the voting members present, if a quorum is
present.
9.02
Adopted
by the members by the affirmative vote of a majority of the members on
January 7, 2006, at
Rockler’s, Cleveland, Ohio.